UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-13086
WEATHERFORD INTERNATIONAL, INC.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
Delaware 04-2515019
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
515 Post Oak Blvd., Suite 600, Houston, Texas 77027-3415
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(713) 693-4000
--------------------------------------------------
(Registrant's telephone number, include area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Title of Class Outstanding at May 8, 2002
- ----------------------------- --------------------------
Common Stock, par value $1.00 119,642,273
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARES AND PAR VALUE)
<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
(UNAUDITED)
ASSETS
Current Assets:
Cash and Cash Equivalents ................................................... $ 71,720 $ 88,832
Accounts Receivable, Net of Allowance for Uncollectible
Accounts of $18,328 and $18,021, Respectively ............................. 469,809 462,145
Inventories ................................................................. 525,075 504,986
Other Current Assets ........................................................ 179,202 175,370
------------ ------------
1,245,806 1,231,333
------------ ------------
Property, Plant and Equipment, Net ............................................. 1,050,725 1,039,616
Goodwill, Net .................................................................. 1,379,292 1,383,272
Other Intangible Assets, Net ................................................... 256,241 104,825
Equity Investments in Unconsolidated Affiliates ................................ 490,215 483,038
Other Assets ................................................................... 48,369 54,278
------------ ------------
$ 4,470,648 $ 4,296,362
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Short-Term Borrowings and Current Portion of Long-Term Debt ................. $ 299,375 $ 190,229
Accounts Payable ............................................................ 177,799 219,630
Other Current Liabilities ................................................... 351,729 349,738
------------ ------------
828,903 759,597
------------ ------------
Long-Term Debt ................................................................. 565,504 572,733
Zero Coupon Convertible Senior Debentures ...................................... 528,495 524,561
Deferred Tax Liability ......................................................... 94,461 94,967
Other Liabilities .............................................................. 101,430 103,764
5% Convertible Subordinated Preferred
Equivalent Debentures ....................................................... 402,500 402,500
Commitments and Contingencies
Stockholders' Equity:
Common Stock, $1 Par Value, Authorized 250,000,000 Shares,
Issued 130,827,983 and 129,852,399 Shares, Respectively ................... 130,828 129,852
Capital in Excess of Par Value .............................................. 1,994,612 1,912,528
Treasury Stock, Net ......................................................... (293,887) (294,986)
Retained Earnings ........................................................... 313,269 268,050
Accumulated Other Comprehensive Loss ........................................ (195,467) (177,204)
------------ ------------
1,949,355 1,838,240
------------ ------------
$ 4,470,648 $ 4,296,362
============ ============
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
1
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
------------------------------
2002 2001
------------ ------------
Revenues:
Products .................................................................. $ 269,175 $ 233,874
Services and Rentals ...................................................... 299,074 292,284
------------ ------------
568,249 526,158
Costs and Expenses:
Cost of Products .......................................................... 189,887 158,424
Cost of Services and Rentals .............................................. 201,137 193,077
Selling, General and Administrative Attributable to Segments .............. 84,562 85,150
Corporate General and Administrative ...................................... 9,280 9,719
Equity in Earnings of Unconsolidated Affiliates ........................... (6,853) (2,758)
------------ ------------
Operating Income ............................................................... 90,236 82,546
------------ ------------
Other Expense:
Interest Expense, Net ..................................................... (20,956) (14,381)
Other, Net ................................................................ (963) (169)
------------ ------------
Income Before Income Taxes ..................................................... 68,317 67,996
Provision for Income Taxes ..................................................... (23,098) (24,486)
------------ ------------
Net Income ..................................................................... $ 45,219 $ 43,510
============ ============
Earnings Per Share:
Basic ..................................................................... $ 0.38 $ 0.39
Diluted ................................................................... $ 0.36 $ 0.37
Weighted Average Shares Outstanding:
Basic ..................................................................... 119,161 110,541
Diluted ................................................................... 133,807 124,850
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
2
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
------------------------------
2002 2001
------------ ------------
Cash Flows from Operating Activities:
Net Income ................................................................... $ 45,219 $ 43,510
Adjustments to Reconcile Net Income to Net Cash
Provided (Used) by Operating Activities:
Depreciation and Amortization ............................................. 50,034 47,168
Amortization of Original Issue Discount ................................... 3,934 3,819
Equity in Earnings of Unconsolidated Affiliates ........................... (6,853) (2,758)
Deferred Income Tax Provision ............................................. 4,310 9,548
Gain on Sales of Assets ................................................... (2,398) (3,482)
Change in Operating Assets and Liabilities, Net of Effect
of Businesses Acquired .................................................. (56,023) (105,064)
------------ ------------
Net Cash Provided (Used) by Operating Activities ........................ 38,223 (7,259)
------------ ------------
Cash Flows from Investing Activities:
Acquisition of Businesses, Net of Cash Acquired .............................. (19,229) (42,286)
Capital Expenditures for Property, Plant and Equipment ....................... (57,344) (72,268)
Acquisition of License ....................................................... (65,000) --
Acquisition of Minority Interest ............................................. -- (206,500)
Proceeds from Sales of Assets ................................................ 12,143 6,877
------------ ------------
Net Cash Used by Investing Activities ................................... (129,430) (314,177)
------------ ------------
Cash Flows from Financing Activities:
Borrowings on Short-Term Debt, Net ........................................... 88,192 220,875
Repayments of Long-Term Debt, Net ............................................ (3,443) (3,054)
Repayment on Asset Securitization ............................................ (26,461) --
Proceeds from Exercise of Stock Options ...................................... 17,226 4,241
Acquisition of Treasury Stock ................................................ (1,419) (2,226)
------------ ------------
Net Cash Provided by Financing Activities ............................... 74,095 219,836
------------ ------------
Net Decrease in Cash and Cash Equivalents ...................................... (17,112) (101,600)
Cash and Cash Equivalents at Beginning of Period ............................... 88,832 153,808
------------ ------------
Cash and Cash Equivalents at End of Period ..................................... $ 71,720 $ 52,208
============ ============
Supplemental Cash Flow Information:
Interest Paid ................................................................ $ 7,618 $ 6,301
Income Taxes Paid, Net of Refunds ............................................ 6,408 9,213
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
3
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(IN THOUSANDS)
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
------------------------------
2002 2001
------------ ------------
Net Income ..................................................................... $ 45,219 $ 43,510
Other Comprehensive Loss:
Foreign Currency Translation Adjustment .................................. (18,263) (19,870)
------------ ------------
Comprehensive Income ........................................................... $ 26,956 $ 23,640
============ ============
</Table>
The accompanying notes are an integral part of these consolidated
condensed financial statements.
4
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
1. GENERAL
The consolidated condensed financial statements of Weatherford
International, Inc. and subsidiaries (the "Company") included herein are
unaudited; however, they include all adjustments of a normal recurring nature
which, in the opinion of management, are necessary to present fairly the
Company's Consolidated Condensed Balance Sheet at March 31, 2002, Consolidated
Condensed Statements of Income, Consolidated Condensed Statements of Cash Flow
and Consolidated Condensed Statements of Comprehensive Income for the three
months ended March 31, 2002 and 2001. Although the Company believes that the
disclosures in these financial statements are adequate to make the interim
information presented not misleading, certain information relating to the
Company's organization and other footnote disclosures normally included in
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted in this Form 10-Q
pursuant to Securities and Exchange Commission rules and regulations. These
financial statements should be read in conjunction with the audited consolidated
financial statements for the year ended December 31, 2001 and the notes thereto
included in the Company's Annual Report on Form 10-K. The results of operations
for the three-month period ended March 31, 2002 are not necessarily indicative
of the results expected for the full year.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
Certain reclassifications of prior year balances have been made to conform
such amounts to corresponding current year classifications.
2. GOODWILL
In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other
Intangible Assets. SFAS No. 142 provides for the non-amortization of goodwill
and other intangible assets with indefinite lives and requires that such assets
be tested for impairment on an annual basis. The Company adopted SFAS No. 142
effective January 1, 2002 and has applied the non-amortization provision. SFAS
No. 142 requires the first step of the transitional goodwill impairment test be
completed by June 30, 2002. The Company is currently in the process of testing
for goodwill impairment and evaluating the effect, if any, it will have on its
results of operations and financial position. If goodwill impairment is
indicated, it will be reflected as a cumulative effect of a change in
accounting.
The following table provides comparative net income and earnings per share
information had the non-amortization provision been in effect for all periods
presented:
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
-----------------------------
2002 2001
------------ ------------
(in thousands, except per
share amounts)
Reported net income ............................................................ $ 45,219 $ 43,510
Goodwill amortization, net of taxes ............................................ -- 8,333
------------ ------------
Adjusted net income ............................................................ $ 45,219 $ 51,843
============ ============
Basic earnings per share:
Reported earnings per share .................................................. $ 0.38 $ 0.39
Goodwill amortization, net of taxes .......................................... -- 0.08
------------ ------------
Adjusted earnings per share .................................................. $ 0.38 $ 0.47
============ ============
Diluted earnings per share:
Reported earnings per share .................................................. $ 0.36 $ 0.37
Goodwill amortization, net of taxes .......................................... -- 0.07
------------ ------------
Adjusted earnings per share .................................................. $ 0.36 $ 0.44
============ ============
</Table>
5
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
3. INTANGIBLE ASSETS
The Company has trademarks associated with its 2001 acquisition of the
Johnson Screens division from Vivendi Environnement, which are considered to
have indefinite lives as the Company has the ability and intent to renew
indefinitely. These trademarks are classified in Other Intangible Assets, Net on
the accompanying Consolidated Condensed Balance Sheets and have a carrying value
of $9.7 million.
The Company amortizes identifiable intangible assets, excluding goodwill
and indefinite-lived intangibles, on a straight-line basis over the years
expected to be benefited, ranging from 3 to 20 years. The components of these
other intangible assets are as follows:
<Table>
<Caption>
MARCH 31, 2002 DECEMBER 31, 2001
--------------------------------------------- ---------------------------------------------
CARRYING ACCUMULATED CARRYING ACCUMULATED
VALUE AMORTIZATION NET VALUE AMORTIZATION NET
----------- ------------ ----------- ----------- ------------ -----------
(in thousands)
Patents ............. $ 64,573 $ (10,687) $ 53,886 $ 62,135 $ (9,623) $ 52,512
Licenses ............ 187,902 (6,515) 181,387 35,915 (5,929) 29,986
Covenants not to
compete .......... 16,279 (6,009) 10,270 16,255 (5,364) 10,891
Other ............... 1,581 (593) 988 2,423 (697) 1,726
----------- ----------- ----------- ----------- ----------- -----------
$ 270,335 $ (23,804) $ 246,531 $ 116,728 $ (21,613) $ 95,115
=========== =========== =========== =========== =========== ===========
</Table>
Amortization expense was $2.3 million for the quarter ended March 31, 2002
and is expected to be $14.0 million for the remainder of 2002, $17.8 million for
2003, $17.4 million for 2004, $16.6 million for 2005 and $15.7 million for 2006
for the carrying amount of intangible assets as of March 31, 2002.
On March 1, 2002, the Company obtained a worldwide license to Shell
Technology Ventures' ("Shell") expandable technology. Expandable technology
refers to both slotted and solid expandables, related tools and accessories and
specialized expansion systems. Under the terms of the agreement, the Company
received a global license to Shell's expandable tubular intellectual property,
existing and future, and immediate access to the U.S. market for use of its
Completion System Division's Expandable Sand Screen (ESS(TM)) system for
consideration that included $65.0 million in cash, a $20.0 million promissory
note and $60.0 million of warrants to purchase the Company's common stock, $1.00
par value ("Common Stock"). The $20.0 million promissory note is classified as
Short-Term Borrowings and Current Portion of Long-Term Debt on the accompanying
Consolidated Condensed Balance Sheets. In addition, the Company received a 50%
reduction in the royalty rate it currently pays for Shell licensed technology.
This license will be amortized over the life of the agreement, 17 years.
4. INVENTORIES
Inventories by category are as follows:
<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
(in thousands)
Raw materials, components and supplies ......................................... $ 146,314 $ 143,142
Work in process ................................................................ 52,166 49,544
Finished goods ................................................................. 326,595 312,300
------------ ------------
$ 525,075 $ 504,986
============ ============
</Table>
Work in process and finished goods inventories include the cost of
material, labor and plant overhead.
6
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
5. ASSET SECURITIZATION
In July 2001, the Company entered into a one-year agreement with a
financial institution to sell, on a continuous basis, an undivided interest in a
specific pool of the Company's domestic accounts receivables. The Company is
permitted to securitize up to $150.0 million under this agreement. If the
Company's credit rating falls below BBB- from Standard and Poor's or Baa3 from
Moody's, the financial institution has no further obligation to purchase the
accounts receivable. The Company currently pays a program fee on participating
interests at a variable rate based on the financial institution's commercial
paper rate plus other fees. Program fees totaled $0.7 million for the three
months ended March 31, 2002 and are included in Interest Expense, Net on the
accompanying Consolidated Condensed Statements of Income. The Company had
received $114.3 million for purchased interests as of March 31, 2002 and $140.8
million as of December 31, 2001. Retained interests in receivables sold as of
March 31, 2002 were $115.0 million and $100.7 million as of December 31, 2001.
6. SHORT-TERM DEBT
<Table>
<Caption>
MARCH 31, DECEMBER 31,
2002 2001
------------ ------------
(in thousands)
2001 Multi-currency revolving credit facility .................................. $ 89,571 $ 90,896
1998 Revolving credit facility ................................................. 150,000 50,048
Note payable ................................................................... 20,000 --
Short-term bank loans .......................................................... 12,002 22,528
------------ ------------
Total short-term borrowings .................................................... 271,573 163,472
Current portion of long-term debt .............................................. 27,802 26,757
------------ ------------
Short-Term Borrowings and Current Portion of Long-Term Debt .................... $ 299,375 $ 190,229
============ ============
</Table>
In April 2001, the Company entered into a $250.0 million, three-year
multi-currency revolving credit facility, with commitment capacity of up to
$400.0 million. As of March 31, 2002, the Company had $160.4 million available
under this agreement.
The Company entered into a five-year unsecured credit agreement in May
1998, which provides for borrowings of up to an aggregate of $250.0 million,
consisting of a $200.0 million U.S. credit facility and a $50.0 million Canadian
credit facility. As of March 31, 2002, the Company had $61.7 million available
under this facility due to $38.3 million being used to secure outstanding
letters of credit.
The Company also engages in unsecured short-term borrowings with various
institutions pursuant to uncommitted facilities. As of March 31, 2002, the
Company had $12.0 million in unsecured short-term borrowings outstanding under
these arrangements with interest rates ranging from 2.19% to 7.24%.
7. INTEREST RATE SWAPS
As of March 31, 2002, the Company had in effect two interest rate swap
agreements to manage the exposure on its $200.0 million 7 1/4% Senior Notes due
2006 (the "7 1/4% Senior Notes"). The agreements, entered into on November 15,
2001 and January 8, 2002, effectively modify the Company's exposure to interest
risk by converting fixed-rate debt to a floating-rate debt. Under these
agreements, on May 15 and November 15 of each year until maturity, the Company
will receive interest at the fixed rate of 7 1/4% and will pay a floating rate
based on 6-month LIBOR. The hedges are considered perfectly effective against
changes in the fair value of the debt due to changes in the benchmark interest
rate over its term. In accordance with SFAS No. 133, the shortcut method applies
and there is no need to periodically reassess the effectiveness of the hedge
during the term of the swaps. The swap agreements are recorded at fair market
value and classified in Other Liabilities with the offset to Long-Term Debt on
the accompanying Consolidated Condensed Balance Sheets. The aggregate fair
market value of the swaps was $3.4 million as of March 31, 2002.
7
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
8. EARNINGS PER SHARE
Basic earnings per share for all periods presented equals net income
divided by the weighted average number of shares of Common Stock outstanding
during the period. Diluted earnings per share is computed by dividing net
income, as adjusted for the assumed conversion of dilutive debentures, by the
weighted average number of shares of Common Stock outstanding during the period
adjusted for the dilutive effect of the Company's stock option and restricted
stock plans and the incremental shares for the assumed conversion of dilutive
debentures.
Diluted earnings per share for the three months ended March 31, 2002 and
2001 reflects the assumed conversion of the Company's Zero Coupon Convertible
Senior Debentures due 2020 (the "Zero Coupon Debentures"), as the conversion in
these periods is dilutive. Net income for the diluted earnings per share
calculation is adjusted to add back the amortization of original issue discount,
net of taxes, relating to the Zero Coupon Debentures of $2.8 million and $2.6
million for the three months ended March 31, 2002 and 2001, respectively. The
effect of the 5% Convertible Subordinated Preferred Equivalent Debentures due
2027 (the "Convertible Preferred Debentures") on diluted earnings per share is
anti-dilutive in both periods and, thus, has no impact.
The following reconciles basic and diluted weighted average shares
outstanding:
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
-----------------------------
2002 2001
------------ ------------
(in thousands)
Basic weighted average shares outstanding ...................................... 119,161 110,541
Dilutive effect of stock option and restricted stock plans ..................... 5,549 5,212
Dilutive effect of Zero Coupon Debentures ...................................... 9,097 9,097
------------ ------------
Diluted weighted average shares outstanding .................................... 133,807 124,850
============ ============
</Table>
9. SUPPLEMENTAL CASH FLOW INFORMATION
The following summarizes investing activities relating to acquisitions
integrated into the Company's operations for the periods shown:
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
-----------------------------
2002 2001
------------ ------------
(in thousands)
Fair value of assets, net of cash acquired ..................................... $ 18,998 $ 29,515
Goodwill ....................................................................... 3,695 14,957
Total liabilities .............................................................. (3,464) (2,186)
------------ ------------
Cash consideration, net of cash acquired ....................................... $ 19,229 $ 42,286
============ ============
</Table>
8
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
10. SEGMENT INFORMATION
Business Segments
The Company is a diversified international energy service and manufacturing
company that provides a variety of services and equipment to the exploration,
production and transmission sectors of the oil and gas industry. The Company
operates in virtually every oil and gas exploration and production region in the
world. The Company divides its business segments into three separate groups as
defined by the chief operating decision maker: Drilling and Intervention
Services, Completion Systems and Artificial Lift Systems. The Company also
historically operated a Compression Services segment, which was merged into a
subsidiary of Universal Compression Holdings, Inc. ("Universal") on February 9,
2001 in exchange for 13.75 million shares of Universal common stock. The amounts
reported for this segment include results through the date of the merger.
The Company's Drilling and Intervention Services segment provides a wide
range of oilfield products and services, including downhole drilling and
intervention services, proprietary drilling equipment and rentals, well
installation services, cementing products and underbalanced drilling services.
The Company's Completion Systems segment provides completion products and
systems including expandable systems, intelligent well technology, packers,
liner hangers, well screens, flow control and inflatable packers.
The Company's Artificial Lift Systems segment designs, manufactures, sells
and services a complete line of artificial lift equipment, including progressing
cavity pumps, reciprocating rod lift, gas lift systems, electrical submersible
pumps, hydraulic lift systems and other lift systems. This segment also offers
well optimization and remote monitoring and control services.
The Company's Compression Services segment historically packaged, rented
and sold parts and provided services for gas compressor units over a broad
horsepower range.
9
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
Financial information by industry segment for each of the three months
ended March 31, 2002 and 2001 is summarized below. The accounting policies of
the segments are the same as those of the Company.
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
-----------------------------
2002 2001
------------ ------------
(in thousands)
Revenues from unaffiliated customers:
Drilling and Intervention Services ........................................ $ 313,349 $ 284,598
Completion Systems ........................................................ 92,312 74,112
Artificial Lift Systems ................................................... 162,588 140,509
Compression Services ...................................................... -- 26,939
------------ ------------
$ 568,249 $ 526,158
============ ============
EBITDA (a):
Drilling and Intervention Services ........................................ $ 102,468 $ 98,104
Completion Systems ........................................................ 12,634 10,906
Artificial Lift Systems ................................................... 27,072 22,779
Compression Services ...................................................... -- 3,587
Corporate (b) ............................................................. (1,904) (5,662)
------------ ------------
$ 140,270 $ 129,714
============ ============
Depreciation and amortization:
Drilling and Intervention Services ........................................ $ 37,529 $ 27,749
Completion Systems ........................................................ 6,436 7,063
Artificial Lift Systems ................................................... 5,546 6,873
Compression Services ...................................................... -- 4,184
Corporate (b) ............................................................. 523 1,299
------------ ------------
$ 50,034 $ 47,168
============ ============
Operating income (loss):
Drilling and Intervention Services ........................................ $ 64,939 $ 70,355
Completion Systems ........................................................ 6,198 3,843
Artificial Lift Systems ................................................... 21,526 15,906
Compression Services ...................................................... -- (597)
Corporate (b) ............................................................. (2,427) (6,961)
------------ ------------
$ 90,236 $ 82,546
============ ============
</Table>
(a) The Company evaluates performance and allocates resources based on EBITDA,
which is calculated as operating income adding back depreciation and
amortization. Calculations of EBITDA should not be viewed as a substitute
to calculations under accounting principles generally accepted in the
United States, in particular cash flows from operations, operating income
and net income. In addition, EBITDA calculations by one company may not be
comparable to those of another company.
(b) Includes Equity in Earnings of Unconsolidated Affiliates.
10
WEATHERFORD INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS - (CONTINUED)
As of March 31, 2002, total assets were $1,981.0 million for Drilling and
Intervention Services, $1,014.5 million for Completion Systems, $893.3 million
for Artificial Lift Systems and $581.8 million for Corporate. Total assets as of
December 31, 2001, were $1,976.4 million for Drilling and Intervention Services,
$853.7 million for Completion Systems, $930.7 million for Artificial Lift
Systems and $535.6 million for Corporate.
Net goodwill as of March 31, 2002 was $603.4 million for Drilling and
Intervention Services, $422.3 million for Completion Systems and $353.6 million
for Artificial Lift Systems. As of December 31, 2001, net goodwill was $593.0
million for Drilling and Intervention Services, $435.1 million for Completion
Systems and $355.2 million for Artificial Lift Systems. Amounts included in
goodwill related to recent acquisitions are based on preliminary information and
are subject to change when final information is obtained.
11. SUBSEQUENT EVENTS
The Company has developed a corporate restructuring plan to change its
place of incorporation from Delaware to Bermuda. Under the proposed plan, which
is subject to the approval of the Company's stockholders, Weatherford
International Ltd., a newly formed Bermuda company, would become the parent
holding company of Weatherford International, Inc. Upon completion of the
proposed restructuring, the Company's stockholders would receive one common
share of Weatherford International Ltd. for each share of Common Stock that they
hold. The new common shares of Weatherford International Ltd. will have
substantially the same attributes as a current share of Common Stock. On April
5, 2002, the Company announced the approval by the Board of Directors of the
proposed corporate restructuring plan. A special meeting of stockholders to vote
on the corporate restructuring plan is expected to be held mid-2002. Pending
stockholder approval, the Company intends to complete the proposed corporate
restructuring promptly after the stockholders' vote, although the Board of
Directors may delay completion of the proposed corporate restructuring for some
period of time after stockholder approval pending receipt of third party
consents or for other business reasons.
11
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Our business is conducted through three principal operating divisions: (1)
Drilling and Intervention Services, (2) Completion Systems and (3) Artificial
Lift Systems. In addition to these operations, we historically operated a
Compression Services Division. On February 9, 2001, we completed the merger of
essentially all of our Compression Services Division into a subsidiary of
Universal Compression Holdings, Inc. in exchange for 13.75 million shares of
Universal, or approximately 45% of Universal's outstanding common stock.
The following is a discussion of our results of operations for the three
months ended March 31, 2002 and 2001. This discussion should be read in
conjunction with our financial statements that are included with this report and
our financial statements and related Management's Discussion and Analysis of
Financial Condition and Results of Operations for the year ended December 31,
2001 included in our Annual Report on Form 10-K.
This discussion of our results and financial condition includes various
forward-looking statements about our markets, the demand for our products and
services and our future results. These statements are based on certain
assumptions that we consider reasonable. For information about these
assumptions, you should refer to the section entitled "Forward-Looking
Statements." We are unable to provide certain information regarding our results
excluding the impact of acquisitions due to the integration of these
acquisitions into our operations. We acquire numerous companies every year and
focus on integration efforts so that we may realize the benefits each
acquisition provides.
MARKET TRENDS AND OUTLOOK
Our businesses serve the oil and gas industry. All of our businesses are
affected by changes in the worldwide demand and price of oil and natural gas.
Certain of our products and services, such as our well installation services and
well completion services, are dependent on the level of exploration and
development activity and the completion phase of the well life cycle. Other
products and services, such as our artificial lift systems, are dependent on
production activity. We currently estimate that around two-thirds of our
operations are reliant on drilling activity, with the remainder focused on
production and reservoir enhancement activity.
The following chart sets forth certain statistics that are reflective of
historical market conditions:
<Table>
<Caption>
HENRY HUB NORTH AMERICAN INTERNATIONAL
WTI OIL (1) GAS (2) RIG COUNT (3) RIG COUNT (3)
------------ ------------ -------------- -------------
March 31, 2002 ....... $ 26.31 $ 3.283 1,183 737
December 31, 2001 .... 19.84 2.570 1,185 747
March 31, 2001 ....... 26.29 5.025 1,619 727
</Table>
(1) Price per barrel of West Texas Intermediate crude oil as of March 31 and
December 31 - Source: Applied Reasoning, Inc.
(2) Price per MM/BTU as of March 31 and December 31 - Source: Oil World
(3) Average rig count for the applicable month - Source: Baker Hughes Rig Count
The oil and gas industry has been subject to extreme volatility in the last
few years. During 2000, due to the supply and demand imbalances that caused the
increase in the price of oil and gas, we experienced steady improvements in the
demand for our products and services, which continued through the first nine
months of 2001.
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In the U.S., the level of rig activity began to decline in the third
quarter of 2001. The U.S. rig count peaked at 1,293 rigs in July 2001 and by the
end of April 2002, the count decreased to 766 rigs. Natural gas prices declined
from a high of $9.82 per mcf in 2001 to a low of $1.91 in late January. Recently
it has increased to approximately $3.75 per mcf. We do not expect a continued
decline in the North American markets, in fact, we expect to see the initial
signs of recovery late in the first half of 2002.
Drilling activity outside North America is somewhat less volatile than the
North American market. Due to the significant investment and complexity
surrounding international projects, drilling decisions relating to such projects
tend to be evaluated and monitored with a longer-term perspective in regard to
oil and natural gas pricing as most contracts span two to three years.
International rig activity remained relatively constant throughout 2001 and the
first quarter of 2002, at approximately 750 rigs. Our customer's international
spending is expected to improve modestly during 2002; however, we expect
international demand for our products and services to exceed the expected
industry-wide increase in international market activity, as we leverage our
technology offerings and expand our market share. In general, we expect the
markets and our business strategies to affect our businesses as follows:
DRILLING AND INTERVENTION SERVICES AND COMPLETION SYSTEMS. These divisions
are expected to see slight improvements in the second quarter and through
year-end as compared to the first quarter in the eastern hemisphere markets. By
fourth quarter, revenue levels in the eastern hemisphere are expected to rise
approximately 15% over first quarter levels. We expect the increase in revenue
will be supported by increased activity, as well as market share gains through
our technology product offerings, underbalanced drilling systems and expandable
products. We expect our Latin American operations to remain at first quarter
levels throughout 2002. U.S. markets are expected to be relatively flat with
improvements beginning late in the second quarter. While we expect consistent
U.S. and Latin American activity in the second quarter, this period's results
will be negatively impacted by the Canadian seasonal downturn, as these
divisions derive approximately 8% of their revenues from Canada.
ARTIFICIAL LIFT SYSTEMS. We expect that our Artificial Lift Systems
Division's second quarter revenue will be consistent with first quarter levels
due to increased revenues from new product offerings and international market
penetration offset by the impact of the Canadian seasonal downturn. In the first
quarter, Artificial Lift realized 31% of its top line in Canada. This division
will benefit from any shift in priority that our customers place on oil projects
rather than natural gas projects in light of lower natural gas prices.
In addition to reliance upon drilling and production activity, the level of
each division's contribution will be dependent on our ability to react to
shifting market demand and our ability to successfully market our technology
product offerings.
Overall, the level of results of operations for our businesses for the
remainder of 2002 will be heavily dependent on the worldwide industrial
production and our ability to react to the changes in the industry. In addition,
the strength of the industry will be highly dependent on many other external
factors, such as world economic conditions, terrorist-related instability,
currency exchange rates, member country compliance with Organization of
Petroleum Exporting Countries quotas and weather conditions. The extreme
volatility of our markets makes predictions regarding future results difficult.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated condensed financial statements. We
prepare these financial statements in conformity with accounting principles
generally accepted in the United States. As such, we are required to make
certain estimates, judgments and assumptions that affect the reported amounts of
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the periods presented. We base our
estimates on historical experience, available information and various other
assumptions that are believed to be reasonable under the circumstances. On an
on-going basis, we evaluate our estimates, including those related to bad debts,
inventory, investments, intangible assets and goodwill, income taxes and
contingent liabilities. Actual results may differ from these estimates under
different assumptions or conditions. The accounting policies that we believe are
the most critical to our reporting of results of operations and financial
position are as follows:
Accounts Receivable
We perform ongoing credit evaluations of our customers and adjust credit
limits based upon payment history and the customer's current credit worthiness,
as determined by our review of their current credit information. We continuously
monitor collections and payments from our customers and maintain a provision for
estimated
13
uncollectible accounts based upon our historical experience and any specific
customer collection issues that we have identified. While such credit losses
have historically been within our expectations and the provisions established,
we cannot give any assurances that we will continue to experience the same
credit loss rates that we have in the past. The cyclical nature of our industry
may affect our customers' operating performance and cash flows, which could
impact our ability to collect on these obligations. In addition, many of our
customers are located in certain international areas that are inherently subject
to risks of economic, political and civil instabilities, which may impact our
ability to collect these accounts receivables.
Equity Investments
Our equity investments in unconsolidated subsidiaries primarily include our
investment in Universal. We review our equity investments for impairment and
record an adjustment when we believe the decline in fair value is other than
temporary. The fair value of the asset is measured using quoted market prices
or, in the absence of quoted market prices, fair value is based on an estimate
of discounted cash flows. In determining whether the decline is other than
temporary we consider the cyclicality of the industry in which the investment
operates, its historical performance, its performance in relation to its peers
and the current economic environment. Future conditions in the industry,
operating performance and performance in relation to peers and the future
economic environment may vary from our current assessment of recoverability.
Such future conditions could therefore result in a determination that the
decline in fair value is other than temporary.
Income Taxes
We provide for income taxes in accordance with Statement of Financial
Accounting Standards ("SFAS") No. 109, Accounting for Income Taxes. This
standard takes into account the differences between financial statement
treatment and tax treatment of certain transactions. Deferred tax assets and
liabilities are recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. The effect of a change in tax rates is recognized as
income or expense in the period that includes the enactment date. This
calculation requires us to make certain estimates about our future operations.
Changes in state, federal and foreign tax laws as well as changes in our
financial condition could affect these estimates.
Valuation Allowance for Deferred Tax Assets
We record a valuation allowance to reduce our deferred tax assets when it
is more likely than not that some portion or all of the deferred tax assets will
expire before realization of the benefit or that future deductibility is not
probable. The ultimate realization of the deferred tax assets depends on the
ability to generate sufficient taxable income of the appropriate character in
the future.
Revenue Recognition
Revenue for product sales is recognized when all of the following criteria
have been met: a) evidence of an agreement exists, b) delivery to and acceptance
by the customer has occurred, c) the price to the customer is fixed and
determinable and d) collectibility is reasonably assured. Products are deemed to
be accepted by the customer upon receipt of written acceptance. Revenue from
rental and service agreements is recognized as earned, over the rental period
and when services have been rendered, and the associated costs and expenses are
recognized as incurred.
14
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THE THREE MONTHS ENDED MARCH 31,
2001
The following charts contain selected financial data comparing our results
for the three months ended March 31, 2002 and March 31, 2001:
COMPARATIVE FINANCIAL DATA
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2002 2001
------------ ------------
($ in thousands, except per
share data)
Revenues ....................................................................... $ 568,249 $ 526,158
Gross Profit ................................................................... 177,225 174,657
Gross Profit % ................................................................. 31.2% 33.2%
Selling, General and Administrative Attributable to Segments ................... $ 84,562 $ 85,150
Corporate General and Administrative ........................................... 9,280 9,719
Operating Income ............................................................... 90,236 82,546
Net Income ..................................................................... 45,219 43,510
Net Income Excluding Goodwill Amortization, Net of Taxes ....................... 45,219 51,843
EBITDA (a) ..................................................................... 140,270 129,714
Net Income per Diluted Share ................................................... 0.36 0.37
Net Income per Diluted Share Excluding Goodwill Amortization,
Net of Taxes ................................................................ 0.36 0.44
Cash Provided (Used) by Operating Activities ................................... 38,223 (7,259)
</Table>
(a) EBITDA is calculated by taking operating income and adding back
depreciation and amortization. We have included an EBITDA calculation
because when we look at the performance of our businesses, we give
consideration to their EBITDA. Calculations of EBITDA should not be viewed
as a substitute to calculations under accounting principles generally
accepted in the United States, in particular cash flows from operations,
operating income and net income. In addition, EBITDA calculations by one
company may not be comparable to those of another company.
SALES BY GEOGRAPHIC REGION
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2002 2001
------------ ------------
REGION:
U.S. ........................................................................... 35% 43%
Canada ......................................................................... 14 19
Europe and West Africa ......................................................... 19 9
Latin America .................................................................. 8 11
Middle East and North Africa ................................................... 11 7
Asia Pacific ................................................................... 13 11
------------ ------------
Total ...................................................................... 100% 100%
============ ============
</Table>
A discussion of our consolidated results for the three months ended March
31, 2002 as compared to the three months ended March 31, 2001 follows:
o Revenues in the first quarter of 2002 increased $69.0 million, or 13.8%,
from the first quarter of 2001, excluding the impact of our Compression
Services Division. North American revenues declined 7.3% compared to a
quarterly average rig count reduction of 27.7%. International revenues
improved 45.8% with only a marginal improvement in international quarterly
average rig count. Acquisitions and technology revenues contributed to our
favorable performance as compared to rig count in both North America and
internationally. Revenues from our technology products, including
underbalanced services, expandables and intelligent well, increased $18.1
million due to market acceptance of our technology products.
15
o Our gross profit as a percentage of revenues decreased from 33.2% in the
first quarter of 2001 to 31.2% in the first quarter of 2002. Lower margins
reflect pricing pressures and lower volumes in a declining domestic market.
o Selling, general and administrative expenses attributable to segments
decreased as a percentage of revenues from 16.2% in the first quarter of
2001 to 14.9% in the first quarter of 2002. The change primarily reflects
the non-amortization of goodwill in 2002. Goodwill amortization
attributable to segments for the first quarter of 2001 was $8.5 million.
o Our equity in earnings for the first quarter of 2002 compared to the first
quarter of 2001 increased $4.1 million primarily related to a full quarter
of equity income related to our investment in Universal and
non-amortization of goodwill related to this investment.
o Interest expense, net for the first three months of 2002 increased $6.6
million from the same period of 2001 primarily due to the interest
associated with our $350 million senior notes issued in November 2001.
o Our effective tax rate for the first quarter of 2002 was 33.8% and 36.0%
for the first quarter of 2001. The difference primarily reflects the impact
of the non-amortization of goodwill on earnings before tax in 2002.
SEGMENT RESULTS
DRILLING AND INTERVENTION SERVICES
In the first quarter of 2002, our Drilling and Intervention Services
Division continued to see improvements in both revenue and EBITDA compared to
the first quarter of 2001. This division benefited from acquisitions and
international gains. The U.S. market started to weaken in the third quarter of
2001 and continued its decline through the first quarter of 2002. As a result,
we experienced lower volume and pricing pressures that decreased our U.S.
revenues by 21.0% from the first quarter of 2001.
We did see improvements in all international markets, except in Latin
America. The region that experienced the greatest gains was Europe and West
Africa with an improvement of 106.4%, in part this increase was due to our 2001
acquisitions. Underbalanced services revenues in the first quarter of 2002
increased approximately 34% from the same period of 2001.
The following chart sets forth data regarding the results of our Drilling
and Intervention Services Division for the first quarter of 2002 and 2001:
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2002 2001
------------ ------------
($ in thousands)
Revenues ....................................................................... $ 313,349 $ 284,598
Gross Profit ................................................................... 99,435 102,879
Gross Profit % ................................................................. 31.7% 36.1%
Selling, General and Administrative ............................................ $ 34,496 $ 32,524
Operating Income ............................................................... 64,939 70,355
EBITDA ......................................................................... 102,468 98,104
</Table>
A discussion of the results of our Drilling and Intervention Services
Division for the first quarter of 2002 compared to the first quarter of 2001
follows:
o Our North American revenues for the first quarter of 2002 declined by 17.6%
over the comparable period of 2001. Pricing pressures and a decrease in the
quarterly average North American rig count of 27.7% contributed to this
downturn.
o Our international revenues, excluding Canada, increased 51.1% from the
first quarter of 2001 primarily due to an increase of $6.7 million in
underbalanced services international revenues and our 2001 acquisitions.
o Gross profit as a percentage of revenues decreased by 12.2% from the first
quarter of 2001 to the first quarter of 2002. The lower margins primarily
reflect the impact of the pricing pressures and lower volumes felt in the
U.S. market.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 11.4% in the first quarter of 2001 to 11.0% in the first
quarter of 2002. The decrease primarily reflects the non-amortization of
goodwill partially offset by costs associated with the expansion of our
underbalanced services infrastructure. Goodwill amortization for the first
quarter of 2001 was $2.6 million.
16
COMPLETION SYSTEMS
Our Completion Systems Division showed strong gains in the first quarter of
2002 as compared to the first quarter of 2001, although down from the fourth
quarter of 2001. The gains made since the first quarter of 2001 were primarily
related to technology products and the benefits of acquisitions.
Technology-related products, primarily expandables, contributed $7.7 million to
the revenue gain and acquisitions contributed more than $14 million.
The following chart sets forth data regarding the results of our Completion
Systems Division for the first quarter of 2002 and 2001:
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2002 2001
------------ ------------
($ in thousands)
Revenues ....................................................................... $ 92,312 $ 74,112
Gross Profit ................................................................... 22,275 20,225
Gross Profit % ................................................................. 24.1% 27.3%
Selling, General and Administrative ............................................ $ 16,077 $ 16,382
Operating Income ............................................................... 6,198 3,843
EBITDA ......................................................................... 12,634 10,906
</Table>
A discussion of the results of our Completion Systems Division for the
first quarter of 2002 compared to first quarter of 2001 follows:
o Revenues for this division increased 24.6% in the first quarter of 2002
compared to the same period last year. On a geographical basis, excluding
acquisitions, Europe and West Africa experienced the strongest gains with
improved revenue contributions of 75.5%. Revenues in North America
decreased 17.9% in the first quarter of 2002 compared to the first quarter
of 2001, excluding acquisitions, primarily due to the quarterly average rig
count decline of 27.7%.
o Gross profit as a percentage of revenues decreased primarily due to pricing
pressures, product mix and an increase in research and engineering expense
of $2.7 million.
o Selling, general and administrative expenses as a percentage of revenues
decreased from 22.1% in the first quarter of 2001 to 17.4% in the same
period in 2002. The decrease is primarily due to the non-amortization of
goodwill. Goodwill amortization for the first quarter of 2001 was $2.8
million.
ARTIFICIAL LIFT SYSTEMS
Revenues for our Artificial Lift Systems Division increased 15.7% from the
first quarter 2001 levels primarily due to the contributions made by our 2001
acquisitions and market acceptance of the division's new technology product
line, production optimization. Gains made by our acquisitions and technology
growth were partially offset by a decline in the North American market, which is
this division's predominant region of operation.
17
The following chart sets forth data regarding the results of our Artificial
Lift Systems Division for the first quarters of 2002 and 2001:
<Table>
<Caption>
THREE MONTHS ENDED
MARCH 31,
-----------------------------
2002 2001
------------ ------------
($ in thousands)
Revenues ....................................................................... $ 162,588 $ 140,509
Gross Profit ................................................................... 55,515 47,599
Gross Profit % ................................................................. 34.1% 33.9%
Selling, General and Administrative ............................................ $ 33,989 $ 31,693
Operating Income ............................................................... 21,526 15,906
EBITDA ......................................................................... 27,072 22,779
</Table>
A discussion of the results of our Artificial Lift Systems Division as
reflected above for the first quarter of 2002 compared to the first quarter of
2001 follows:
o Excluding North American incremental revenue from 2001 acquisitions of more
than $13 million, revenues decreased 7.9%. The decline was primarily due to
a lower activity level as evidenced by a North American oil rig count
reduction of approximately 35%. The decreased activity level impacted both
volume and pricing.
o International revenues increased 10.1% excluding 2001 acquisitions, which
contributed more than $11 million in revenues.
o Selling, general and administrative expenses decreased as a percentage of
revenues from 22.6% in the first quarter of 2001 to 20.9% in the comparable
quarter this year. The decrease is primarily attributable to the
non-amortization of goodwill. Goodwill amortization for the first quarter
of 2001 was $2.3 million.
COMPRESSION SERVICES
On February 9, 2001, we completed the merger of essentially all of our
Compression Services Division into a subsidiary of Universal in exchange for
13.75 million shares of Universal common stock, which approximated 48% of
Universal's outstanding shares. Subsequent to the merger, Universal issued
additional shares of common stock and our ownership declined to 45%. During
2001, up to the merger date, the Compression Services Division contributed $26.9
million of revenues, $3.6 million of EBITDA and an operating loss of $0.6
million to our consolidated results.
Subsequent to the merger date, we began recording equity in earnings of
unconsolidated affiliates based on our portion of Universal's net income. The
compression businesses that were not included in the merger have been combined
with our Artificial Lift Systems Division.
CORPORATE RESTRUCTURING
We have developed a corporate restructuring plan to change our place of
incorporation from Delaware to Bermuda. Under the proposed plan, which is
subject to the approval of our stockholders, Weatherford International Ltd., a
newly formed Bermuda company, would become our parent holding company. Upon
completion of the proposed restructuring, our stockholders would receive one
common share of Weatherford International Ltd. for each share of our common
stock that they hold. The new common shares of Weatherford International Ltd.
will have substantially the same attributes as a current share of our common
stock. On April 5, 2002, we announced the approval by our Board of Directors of
our proposed corporate restructuring plan. A special meeting of stockholders to
vote on the corporate restructuring plan is expected to be held mid-2002.
Pending stockholder approval, we intend to complete our proposed corporate
restructuring promptly after the stockholders' vote, although the Board of
Directors may delay completion of our proposed corporate restructuring for some
period of time after stockholder approval pending receipt of third party
consents or for other business reasons.
LIQUIDITY AND CAPITAL RESOURCES
Our current sources of capital are current reserves of cash, cash generated
from operations, proceeds from our asset securitization and borrowings under
bank lines of credit. We are currently reviewing acquisitions in our markets.
Depending on the size and timing of an acquisition, we could require additional
capital in the form of either debt, equity or both.
18
CASH FLOWS
As of March 31, 2002, our cash and cash equivalents were $71.7 million, a
net decrease of $17.1 million from December 31, 2001, which was primarily
attributable to the following:
o Acquisition of the Shell license for $65.0 million.
o Cash inflows from operating activities of $38.2 million.
o Capital expenditures for property, plant and equipment of $57.3 million.
o Acquisition of new businesses of approximately $19.2 million in cash, net
of cash acquired.
o Repayment on our asset securitization of $26.5 million.
o Borrowings, net of repayments, on long-term debt and short-term facilities
of $84.7 million.
o Proceeds from stock option activity of $17.2 million.
o Proceeds from the sales of assets of $12.1 million.
SOURCE OF LIQUIDITY
Our operating cash flow is directly related to our business and the
segments in which we operate. Should market conditions deteriorate, or should we
experience unforeseen declines in results of operations, cash flows may be
reduced.
We anticipate that we will rely primarily upon existing cash balances and
cash flows from operating activities to maintain liquidity and fulfill
obligations of our current operations. We may also use credit facilities to
maintain liquidity for short term needs.
Banking Facilities
In April 2001, we entered into a $250.0 million, three-year multi-currency
revolving credit facility, with commitment capacity of up to $400.0 million. As
of March 31, 2002, $160.4 million was available under this credit facility.
We have a five-year unsecured revolving credit facility, dated May 1998,
that allows us to borrow up to $250.0 million at any time. The facility consists
of a $200.0 million U.S. credit facility and a $50.0 million Canadian credit
facility. As of March 31, 2002, $61.7 million was available under this facility
due to amounts outstanding and $38.3 million which was used to secure
outstanding letters of credit.
Our credit facilities contain customary affirmative and negative covenants,
including a maximum debt to capitalization ratio, a minimum interest coverage
ratio, a limitation on liens, a limitation on incurrence of indebtedness and a
limitation on asset dispositions. We are in compliance with all covenants set
forth in the credit facilities. The committed revolving credit facilities do not
contain any provision which makes their availability dependent upon our credit
ratings; however, the interest rates are dependent upon the credit rating of our
long-term senior debt.
We also have unsecured short-term borrowings with various institutions
pursuant to uncommitted facilities and bid note arrangements. At March 31, 2002,
we had $12.0 million in unsecured short-term borrowings outstanding under these
arrangements with interest rates ranging from 2.19% to 7.24%.
Asset Securitization
In July 2001, we entered into a one-year agreement with a financial
institution to sell, on a continuous basis, an undivided interest in a specific
pool of our domestic accounts receivables. We are permitted to securitize up to
$150.0 million under this agreement. If our credit rating falls below BBB- from
Standard and Poor's or Baa3 from Moody's, the financial institution has no
further obligation to purchase the accounts receivable. We currently pay a
program fee on participating interests at a variable rate based on the financial
institution's commercial paper rate plus other fees. Program fees totaled $0.7
million for the three months ended March 31, 2002. We had received
19
$114.3 million for purchased interests and had retained interests in receivables
sold of $115.0 million as of March 31, 2002.
Shelf Registration Statement
In February 2002, we filed a shelf Registration Statement on Form S-3 with
the Securities and Exchange Commission. This registration statement, which the
SEC declared effective on February 28, 2002, covers the future issuance of
various types of securities, including debt, common stock, preferred stock,
warrants and units, up to an aggregate offering price of $750.0 million. There
has been no issuance of securities under this shelf registration statement.
CONTRACTUAL OBLIGATIONS
Our contractual obligations at March 31, 2002, and the effect such
obligations are expected to have on our liquidity and cash flow in future
periods have not changed materially, other than as detailed below, since
December 31, 2001.
Derivative Instruments
As of March 31, 2002, we had in effect two interest rate swap agreements to
manage the exposure on our $200.0 million 7 1/4% Senior Notes. The objective of
the swaps is to protect the debt against changes in fair value and to take
advantage of the interest rates available in the current economic environment.
Under these agreements, on May 15 and November 15 of each year until maturity,
we will receive interest at the fixed rate of 7 1/4% and will pay a floating
rate based on 6-month LIBOR. The interest rate differential to be received or
paid on the swaps is recognized over the life of the swaps as an adjustment to
interest expense. As of March 31, 2002, the aggregate fair market value of the
swap agreements was a $3.4 million liability.
Capital Expenditures
Our capital expenditures for property, plant and equipment during the three
months ended March 31, 2002 were $57.3 million and primarily related to our new
technologies, drilling equipment, fishing tools and tubular service equipment.
Capital expenditures for 2002 are expected to be approximately $250.0 million.
Our depreciation expense during the three months ended March 31, 2002 was $47.7
million.
Shell License
On March 1, 2002, we obtained a worldwide license to Shell Technology
Ventures' expandable technology. Expandable technology refers to both
slotted and solid expandables, related tools and accessories and specialized
expansion systems. Under the terms of the agreement, we received a global
license to Shell's expandable tubular intellectual property, existing and
future, and immediate access to the U.S. market for use of our Completion
System Division's Expandable Sand Screen (ESS(TM)) system for consideration that
includes $65.0 million in cash, a $20.0 million promissory note and $60.0
million of warrants to purchase our common stock. In addition, we received a 50%
reduction in the royalty rate we currently pay for Shell licensed technology.
The license will be amortized over the life of the agreement, 17 years.
Zero Coupon Convertible Senior Debentures
On June 30, 2000, we completed the private placement of $910 million face
amount of our Zero Coupon Debentures. These Debentures were issued at $501.6
million providing the holders with an annual 3% yield to maturity. As of March
31, 2002, the amount recorded on our balance sheet was $528.5 million, net of
original issue discount.
Holders may convert the Zero Coupon Debentures into shares of our common
stock at any time before maturity at a conversion rate of 9.9970 shares per
$1,000 principal amount at maturity or an initial conversion price of $55.1425
per share of common stock. The effective conversion price will increase as the
accreted value of the Zero Coupon Debentures increases. We may redeem the Zero
Coupon Debentures on or after June 30, 2005 at the accreted discounted amount at
the time of redemption as provided for in the indenture agreement. The holders
also may require us to repurchase the Zero Coupon Debentures on June 30, 2005,
June 30, 2010 and June 30, 2015 at the accreted discounted amount at the time of
repurchase. We may, at our election, repurchase the debentures in cash, common
stock or a combination thereof.
20
EXPOSURES
Industry Exposure
The concentration of our customers in the energy industry may impact our
overall exposure to credit risk, either positively or negatively, in that
customers may be similarly affected by prolonged changes in economic and
industry conditions. We perform ongoing credit evaluations of our customers and
do not generally require collateral in support of our trade receivables. We
maintain reserves for potential credit losses and, generally, actual historical
losses have been consistent with our expectations.
Litigation and Environmental Exposure
In the ordinary course of business, we become the subject of various claims
and litigation. We maintain insurance to cover many of our potential losses and
we are subject to various self-retentions and deductibles with respect to our
insurance. Although we are subject to various ongoing items of litigation, we do
not believe that any of the items of litigation that we are currently subject to
will result in any material uninsured losses to us. It is possible, however,
that an unexpected judgment could be rendered against us in cases in which we
could be uninsured and beyond the amounts that we currently have reserved or
anticipate incurring.
We are also subject to various federal, state and local laws and
regulations relating to the energy industry in general and the environment in
particular. Environmental laws have in recent years become more stringent and
have generally sought to impose greater liability on a larger number of
potentially responsible parties. While we are not currently aware of any
situation involving an environmental claim which would likely have a material
adverse effect on our business, it is always possible that an environmental
claim with respect to one or more of our current businesses or a business or
property that one of our predecessors owned or used could arise that could
involve the expenditure of a material amount of funds.
Terrorism Exposure
The terrorist attacks that took place in the U.S. on September 11, 2001
were unprecedented events that have created many economic and political
uncertainties, some of which may materially impact our businesses. The long-term
effects of the September 11, 2001 attacks on our businesses are unknown. The
potential for future terrorist attacks, the national and international responses
to terrorist attacks and other acts of war or hostility have created many
economic and political uncertainties, which could adversely affect our
businesses for the short- or long-term in ways that cannot presently be
predicted.
International Exposure
Like most multinational oilfield service companies, we have operations in
certain international areas, including parts of the Middle East, North and West
Africa, Latin America, the Asia-Pacific region and the Commonwealth of
Independent States that are inherently subject to risks of war, political
disruption, civil disturbance and change in global trade policies that may:
o disrupt oil and gas exploration and production activities;
o negatively impact results of operations;
o restrict the movement of funds;
o inhibit our ability to collect receivables;
o lead to U.S. government or international sanctions; and
o limit access to markets for periods of time.
Currency Exposure
A single European currency ("the Euro") was introduced on January 1, 1999,
at which time the conversion rates between legacy currencies and the Euro were
set for 11 participating member countries. However, the legacy currencies in
those countries were used as legal tender through January 1, 2002. Thereafter,
the legacy currencies were canceled, and the Euro bills and coins are used.
The transition to the Euro did not have a significant impact on our consolidated
condensed financial statements or our business operations.
Approximately 33% of our net assets from continuing operations are located
outside the U.S. and are carried on our books in local currencies. Changes in
those currencies in relation to the U.S. dollar result in translation
21
adjustments, which are reflected as accumulated other comprehensive loss in the
stockholders' equity section on our consolidated condensed balance sheets. We
recorded an $18.3 million adjustment to our equity account for the three months
ended March 31, 2002 primarily to reflect the net impact of the Argentinean Peso
and British Pound against the U.S. dollar. We recognize remeasurement and
transactional gains and losses on currencies in our consolidated condensed
statements of income. During the three months ended March 31, 2002, we were
negatively impacted by the devaluations in both Argentina and Venezuela. Our
earnings per share decreased by approximately $0.03 due to these devaluations.
FORWARD-LOOKING STATEMENTS
This report as well as other filings made by us with the Securities and
Exchange Commission and our releases issued to the public contain various
statements relating to our future results, including certain projections and
business trends. We believe these statements constitute "Forward-Looking
Statements" as defined in the Private Securities Litigation Reform Act of 1995.
Certain of the risks and uncertainties may cause actual results to be
materially different from projected results contained in forward-looking
statements in this report and in our other disclosures. These risks and
uncertainties include, but are not limited to, the following:
A downturn in market conditions could affect projected results. Any
material changes in oil and gas supply and demand balance, oil and gas
prices, rig count or other market trends would affect our results and would
likely affect the forward-looking information provided by us. The oil and
gas industry is extremely volatile and subject to change based on political
and economic factors outside our control. Through the beginning of 2002,
there was a general decrease in prices for oil and natural gas, reflecting
diminished demand attributable to political and economic issues. In the
last few months, there has been a modest increase and stabilization of
prices for oil and natural gas. In addition, the United States economy and
most foreign economies appear to have stabilized in the last few months
despite their weakening in the prior periods. If an extended regional
and/or worldwide recession would occur, it would result in even lower
demand and lower prices for oil and gas, which would adversely affect our
revenues and income. At this time, we have assumed that material declines
during 2002 will be limited to North and Latin America. Furthermore, our
forward-looking statements regarding our drilling and completion products
and services assume a modest improvement in the international rig count
during 2002 and that no extended material declines in the North American
rig count will occur.
Our results are dependent upon our ability to react to the current
market environment. During the fourth quarter of 2001 and 2002 to date, we
have implemented a number of programs intended to reduce costs and align
our cost structure with the current market environment. Our forward-looking
statements assume these measures will generate the savings expected and, if
the markets continue to decline, that any additional actions we pursue will
be adequate to achieve the desired savings.
A material disruption in our manufacturing could adversely affect some
divisions of our business. Our forward-looking statements assume that any
manufacturing expansion and consolidation will be completed without any
further material disruptions. If there are any additional disruptions or
excess costs associated with the manufacturing changes, our results could
be adversely affected.
Our success is dependent upon the integration of acquisitions. During
2001, we consummated acquisitions of several product lines and businesses,
including the acquisition of Johnson Screens. The success of our
acquisitions will be dependent on our ability to integrate the product
lines and businesses with our existing businesses and eliminate duplicative
costs. We incur various duplicative costs during the integration of the
operations of acquired businesses into our operations. Our forward-looking
statements assume the successful integration of the operations of the
acquired businesses and their contribution to our results during 2002;
however, there can be no assurance that the expected benefits of these
acquisitions will materialize. Integration of acquisitions is something
that cannot occur in the short-term and that requires constant effort at
the local level to be successful. Accordingly, there can be no assurance as
to the ultimate success of these integration efforts.
Our long-term growth strategy is dependent upon technological
advances. Our ability to succeed with our long-term growth strategy is
dependent in part on the technological competitiveness of our products and
services. A central aspect of our growth strategy is to enhance the
technology of our current products and services, to obtain new
technologically-advanced value-added products through internal research and
development and/or acquisitions and to then expand the markets for the
technology through the leverage of our worldwide infrastructure. These
technological advances include our underbalanced drilling technology,
22
expandable technology, rotary expansion systems and the recently added
production optimization and fiber optic sensor technology. Our
forward-looking statements have assumed above average growth from these new
products and services during 2002.
Currency fluctuations could have a material adverse financial impact
on our business. A material decline in currency rates in our markets could
affect our future results as well as affect the carrying values of our
assets. World currencies have been subject to much volatility. Our
forward-looking statements assume no material impact from future changes in
currencies.
Political disturbances, war, terrorist attacks and changes in global
trade policies could adversely impact our operations. Political
disturbances, war, terrorist attacks and changes in global trade policies
could impact our operations in these markets. We have assumed that there
will be no material political disturbances, war, or terrorist attacks and
that there will be no material changes in global trade policies.
Unexpected litigation and legal disputes could have a material adverse
financial impact. If we experience unexpected litigation or unexpected
results in our existing litigation that have a material effect on our
financial results, the accuracy of the forward-looking statements would be
affected. Our forward-looking statements assume that there will be no
material unexpected litigation or results.
Unanticipated changes in tax laws related to corporate restructuring
could have an adverse effect on our corporate restructuring plan. Any
change in tax laws, tax treaties or tax regulations or the interpretation
or enforcement thereof or differing interpretation or enforcement of
applicable law by the U.S. Internal Revenue Service or other taxing
authorities would likely affect our corporate restructuring plan.
Finally, our future results will depend upon various other risks and
uncertainties, including, but not limited to, those detailed in our other
filings with the SEC. For additional information regarding risks and
uncertainties, see our other current year filings with the SEC under the
Securities Exchange Act of 1934, as amended, and the Securities Act of 1933, as
amended, available free of charge at the SEC's website at www.sec.gov.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We are currently exposed to market risk from changes in foreign currency
rates, changes in interest rates and changes in equity prices. A discussion of
our market risk exposure in financial instruments follows.
FOREIGN CURRENCY EXCHANGE RATES
Because we operate in virtually every oil and gas exploration and
production region in the world, we conduct a portion of our business in
currencies other than the U.S. dollar. The functional currency for most of our
international operations is the applicable local currency. Although most of our
international revenues are denominated in the local currency, the effects of
foreign currency fluctuations are largely mitigated because local expenses of
such foreign operations are also generally denominated in the same currency.
During the three months ended March 31, 2002, our earnings per share were
negatively impacted by approximately $0.03 due to the significant devaluations
in Argentina and Venezuela.
Assets and liabilities of foreign subsidiaries in which the functional
currency is the local currency are translated using the exchange rates in
effect at the balance sheet date, resulting in translation adjustments that are
reflected as accumulated other comprehensive loss in the stockholders' equity
section on our balance sheet. Approximately 33% of our net assets are impacted
by changes in foreign currencies in relation to the U.S. dollar. We recorded a
$18.3 million adjustment to our equity account for the three months ended March
31, 2002 to reflect the net impact of the change in the Argentinean Peso and
British Pound against the U.S. dollar.
INTEREST RATES
We are subject to interest rate risk on our long-term fixed interest rate
debt and, to a lesser extent, variable-interest rate borrowings. Our long-term
borrowings subject to interest rate risk primarily consist of the $350.0 million
principal of the 6 5/8% Senior Notes due 2011, $200.0 million principal of the 7
1/4% Senior Notes due 2006, the $402.5 million principal of the 5% Convertible
Subordinated Preferred Equivalent Debentures due 2027 and the $910.0 million
Zero Coupon Senior Convertible Debentures due 2020. Changes in interest rates
would, assuming all other things being equal, cause the fair market value of
debt with a fixed interest rate to increase or decrease, and thus increase or
decrease the amount required to refinance the debt. As of March 31, 2002, the
fair market value of
23
the 6 5/8% Senior Notes was $336.4 million. The fair value of the 7 1/4% Senior
Notes was $205.8 million as of March 31, 2002. The fair value of both Senior
Notes is principally dependent on changes in prevailing interest rates. As of
March 31, 2002, the fair market value of the Convertible Preferred Debentures
was $389.6 million, and the fair market value of the Zero Coupon convertible
Debentures was $589.2 million. The fair market value of the Convertible
Preferred Debentures and the Zero Coupon Debentures is principally dependent on
both prevailing interest rates and our current stock price as it relates to the
conversion price of $53.34 per share and $55.1425 per share of our common stock,
respectively.
As of March 31, 2002, we had two interest rate swaps, which convert fixed
rate debt to variable rate debt. Our interest rate swaps hedge the 7 1/4% fixed
rate Senior Notes and are a liability with an aggregate fair value of $3.4
million at March 31, 2002. Under the interest rate swap agreements, each counter
party pays a fixed rate of 7 1/4% interest and we pay a variable interest rate
based on published 6-month LIBOR. The payments under the agreements are settled
on May 15 and November 15 of each year until May 2006 and coincide with the
interest payment dates on the hedged debt instrument.
We have various other long-term debt instruments but believe that the
impact of changes in interest rates in the near term will not be material to
these instruments. Short-term borrowings of $271.6 million at March 31, 2002
approximate fair market value.
24
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
+10.1 - Licence Agreement among Shell Technology Ventures Inc.,
Weatherford/Lamb, Inc. and Weatherford International, Inc. dated March
1, 2002, as amended on April 29, 2002.
+10.2 - Framework Agreement between Shell Technology Ventures Limited and
Weatherford International, Inc. dated March 1, 2002, as amended on
April 19, 2002.
+10.3 - Promissory Note to Shell Technology Ventures, Inc. dated February 28,
2002.
+10.4 - Warrant Agreement between Shell Technology Ventures Inc. and
Weatherford International, Inc. dated February 28, 2002.
</Table>
- ----------
+ Filed herewith
(b) Reports on Form 8-K:
1. Current Report on Form 8-K dated March 1, 2002, announcing the
signing of the expandable technology agreements with Shell
Technology Ventures Inc. and Shell Technology Ventures Limited.
2. Current Report on Form 8-K dated January 30, 2002, announcing the
following:
(i) the Company's earnings for the quarter ended December 31,
2002, and
(ii) the re-launch of the Weatherford/Association of Energy
Service Companies (AESC) Service Oil Rig Count.
25
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Weatherford International, Inc.
By: /s/ Bernard J. Duroc-Danner
---------------------------------------
Bernard J. Duroc-Danner
President, Chief Executive Officer,
Chairman of the Board and Director
(Principal Executive Officer)
/s/ Lisa W. Rodriguez
---------------------------------------
Lisa W. Rodriguez
Vice President, Finance and Accounting
(Principal Financial and Accounting
Officer)
Date: May 14, 2002
26
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
+10.1 - Licence Agreement among Shell Technology Ventures Inc.,
Weatherford/Lamb, Inc. and Weatherford International, Inc. dated March
1, 2002, as amended on April 29, 2002.
+10.2 - Framework Agreement between Shell Technology Ventures Limited and
Weatherford International, Inc. dated March 1, 2002, as amended on
April 19, 2002.
+10.3 - Promissory Note to Shell Technology Ventures, Inc. dated February 28,
2002.
+10.4 - Warrant Agreement between Shell Technology Ventures Inc. and
Weatherford International, Inc. dated February 28, 2002.
</Table>
- ----------
+ Filed herewith